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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/24/22 Hempacco Co., Inc. S-1 50:3.7M Discount Edgar/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 731K
2: EX-1.1 Form of Underwriting Agreement HTML 215K
3: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 24K
4: EX-3.2 Certificate of Amendment HTML 38K
5: EX-3.3 Amended and Restated Articles of Incorporation HTML 38K
6: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 56K
7: EX-10.1 Agreement for Share Exchange HTML 81K
16: EX-10.10 Loan Agreement HTML 33K
17: EX-10.11 Security Agreement HTML 27K
18: EX-10.12 Side Letter Agreement HTML 14K
19: EX-10.13 Note Issued to Mario Taverna HTML 22K
20: EX-10.14 Note Extension Agreement HTML 18K
21: EX-10.15 Convertible Promissory Note HTML 41K
22: EX-10.16 Convertible Promissory Note HTML 41K
23: EX-10.17 Ernie Sparks Note HTML 42K
24: EX-10.18 Dennis Holba & Raffaella Marsh HTML 23K
25: EX-10.19 Secured Promissory Note HTML 18K
8: EX-10.2 Patent License Agreement HTML 48K
26: EX-10.20 Promissory Note HTML 42K
27: EX-10.21 Jerry Halamuda HTML 16K
28: EX-10.22 Mario Taverna HTML 23K
29: EX-10.23 Mario Taverna HTML 23K
30: EX-10.24 Mordini Note HTML 22K
31: EX-10.25 Fiori Note HTML 22K
32: EX-10.26 Lin Inc Note HTML 23K
33: EX-10.27 Barnes Note HTML 23K
34: EX-10.28 Roger Ladd HTML 23K
35: EX-10.29 Hempacco Bsl Engagement HTML 20K
9: EX-10.3 Limited Liability Company Agreement HTML 70K
36: EX-10.30 Hempacco and Cube HTML 16K
37: EX-10.31 Sgp and Hempacco Agreement HTML 30K
38: EX-10.32 Consulting & Marketing Agreement HTML 30K
39: EX-10.33 Interim Consulting Agreement HTML 26K
40: EX-10.34 Employment Agreement HTML 86K
41: EX-10.35 Employment Agreement HTML 70K
42: EX-10.36 Employment Agreement HTML 81K
43: EX-10.37 Director Agreement HTML 38K
44: EX-10.38 Indemnification Agreement HTML 53K
10: EX-10.4 Limited Liability Company Joinder Agreement HTML 21K
11: EX-10.5 Assignment Agreement Between Hempacco Co., Inc. HTML 17K
and Green Globe International, Inc., Dated
December 14, 2021
12: EX-10.6 Joinder Agreement of Hemp Hop Smokables LLC, by HTML 145K
Hempacco Co., Inc., Dated December 14, 2021
13: EX-10.7 Joint Venture Agreement Between Hempacco Co., Inc. HTML 152K
and Cheech and Chongs Cannabis Company, Dated
January 1, 2022
14: EX-10.8 Joint Venture Agreement HTML 143K
15: EX-10.9 Purchase Finance Agreemen HTML 42K
45: EX-14.1 Code of Ethics HTML 24K
46: EX-23.1 Consent of Expert or Counsel HTML 13K
50: EX-FILING FEES Filing Fee Table HTML 23K
47: EX-99.1 Audit Committee Charter HTML 64K
48: EX-99.2 Compensation Committee Charter HTML 23K
49: EX-99.3 Nominating and Corporate Governance Committee HTML 29K
Charter
EXHIBIT 3.3
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| BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street | Filed in the Office of | Business Number E0149492019-0 |
| | Filing Number 20211782731 | ||
| Carson City, Nevada 89701-4201 (775) 684-5708 | Secretary of State State Of Nevada | Filed On 09/28/2021 15:59:13 PM | |
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| Number of Pages 6 |
| Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS) |
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| USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
This Form is to Accompany Restated Articles or Amended and Restated Articles of Incorporation
(Pursuant to NRS 78.403, 82.371, 86.221, 87A, 88.355 or 88A.250)
(This form is also to be used to accompany Restated Articles or Amended and Restated Articles for Limited-Liability
Companies, Certificates of Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts)
1. Name of Nevada entity as last recorded in this office:
Hempacco Co., Inc.
2. The articles are: (mark only one box) ☒ Restated ☐ Amended and Restated
Please entitle your attached articles "Restated" or "Amended and Restated," accordingly.
3. Indicate what changes have been made by checking the appropriate box:*
| ☐ | No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: |
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| The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. |
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| ☐ | The entity name has been amended. |
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| ☐ | The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) |
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| ☐ | The purpose of the entity has been amended. |
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☒ | The authorized shares have been amended. |
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| ☐ | The directors, managers or general partners have been amended. |
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| ☐ | IRS tax language has been added. |
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| ☐ | Articles have been added. |
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| ☐ | Articles have been deleted. |
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| ☒ | Other. The articles or certificate have been amended as follows: (provide article numbers, if available) |
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| The Articles have been amended and restated in their entirety in the form attached. |
4. Effective date and time of filing: (optional) Date: 09/28/2021 Time:
(must not be later than 90 days after the certificate is filed)
*This form is to accompany Restated Articles or Amended and Restated Articles which contain newly altered or amended articles. The Restated Articles must contain all of the requirements as set forth in the statutes for amending or altering the articles for certificates.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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| Filed in the Office of | Business Number E0149492019-0 |
| | Filing Number 20211782731 | |
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| Secretary of State State Of Nevada | Filed On 09/28/2021 15:59:13 PM |
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| Number of Pages 6 |
AMENDED AND RESTATED
OF
HEMPACCO CO., INC.
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Mr. Sandro Piancone hereby certifies that:
1. He is the President of Hempacco Co., Inc., a Nevada corporation.
2. The Articles of Incorporation of this Corporation are amended and restated in their entirety to read as follows and supersede and take the place of the existing Articles of Incorporation and all prior amendments thereto and restatements thereof:
ARTICLE 1.
Company Name
1.1 The name of this corporation is Hempacco Co., Inc.
ARTICLE 2.
Duration
2.1 The corporation shall continue in existence perpetually unless sooner dissolved according to law.
ARTICLE 3.
Purpose
3.1 Purpose. The purpose for which the corporation is organized is to engage in any lawful activity within or outside of the State of Nevada.
3.2 Corporate Offices. The corporation may also maintain offices at such other places within or outside of the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of directors and shareholders may be held outside the State of Nevada with the same effect as if held in the State of Nevada.
ARTICLE 4.
Board of Directors
4.1. The board of directors of the Corporation shall consist of such number of persons, not less than one, as shall be determined in accordance with the bylaws from time to time.
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ARTICLE 5.
Capital Stock
5.1 Authorized Capital Stock. The aggregate number of shares which this Corporation shall have authority to issue is two hundred fifty million (250,000,000) shares, consisting of (a) two hundred million (200,000,000) shares of Common Stock, par value $0.001 per share (the “Common Stock”) and (b) fifty million (50,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided. A description of the classes of shares and a statement of the number of shares in each class and the relative rights, voting power, and preferences granted to and restrictions imposed upon the shares of each class are as follows:
5.2 Common Stock. Each share of Common Stock shall have, for all purposes one (1) vote per share. Subject to the preferences applicable to Preferred Stock outstanding at any time, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefore. The holders of Common Stock issued and outstanding have and possess the right to receive notice of shareholders’ meetings and to vote upon the election of directors or upon any other matter as to which approval of the outstanding shares of Common Stock or approval of the common shareholders is required or requested.
5.3 Preferred Stock. The Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized, by resolution adopted and filed in accordance with law, to provide for the issue of such series of shares of Preferred Stock. Each series of shares of Preferred Stock:
(a) may have such voting powers, full or limited, or may be without voting powers;
(b) may be subject to redemption at such time or times and at such prices as determine by the Board of Directors;
(c) may be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock;
(d) may have such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation;
(e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation or such other corporation or other entity at such price or prices or at such rates of exchange and with such adjustments;
(f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts;
(g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding shares of the Corporation; and
(h) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, in each case as shall be stated in said resolution or resolutions providing for the issue of such shares of Preferred Stock. Shares of Preferred Stock of any series that have been redeemed or repurchased by the Corporation (whether through the operation of a sinking fund or otherwise) or that, if convertible or exchangeable, have been converted or exchanged in accordance with their terms shall be retired and have the status of authorized and unissued shares of Preferred Stock of the same series and may be reissued as a part of the series of which they were originally a part or may, upon the filing of an appropriate certificate with the Secretary of State of the State of Nevada be reissued as part of a new series of shares of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of shares of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of shares of Preferred Stock.
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ARTICLE 6.
No Further Assessments
6.1 The capital stock, after the amount of the subscription price determined by the board of directors has been paid in money, property, or services, as the Directors shall determine, shall be subject to no further assessment to pay the debts of the corporation, and no stock issued as fully paid up shall ever be assessable or assessed, and these Articles of Incorporation shall not and cannot be amended, regardless of the vote therefore, so as to amend, modify or rescind this Article 6.
ARTICLE 7.
No Preemptive Rights
7.1 Except as otherwise set forth herein, none of the shares of the Corporation shall carry with them any preemptive right to acquire additional or other shares of the corporation and no holder of any stock of the Corporation shall be entitled, as of right, to purchase or subscribe for any part of any unissued shares of stock of the Corporation or for any additional shares of stock, of any class or series, which may at any time be issued, whether now or hereafter authorized, or for any rights, options, or warrants to purchase or receive shares of stock or for any bonds, certificates of indebtedness, debentures, or other securities.
ARTICLE 8.
No Cumulative Voting
8.1 There shall be no cumulative voting of shares.
ARTICLE 9.
Election Not to be Governed By Provisions of NRS 78.411 to 78.444.
9.1 The Corporation, pursuant to NRS 78.434, hereby elects not to be governed by the provisions of NRS 78.411 to 78.444, inclusive.
ARTICLE 10.
Indemnification of Officers and Directors
10.1 Indemnification of Officers and Directors. The Corporation shall indemnify its directors, officers, employee, fiduciaries and agents to the fullest extent permitted under the Nevada Revised Statutes.
10.2 Indemnification Rights. Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person for whom he is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the State of Nevada from time to time against all expenses, liability and loss (including attorney's fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right that may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any By-Law, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.
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10.3 Changes to Indemnification Rights; Insurance. Without limiting the application of the foregoing, the Board of Directors may adopt By-Laws from time to time with respect to indemnification to provide at all times the fullest indemnification permitted by the law of the State of Nevada and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation as a director of officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.
10.4 Exemption for Private Property. The private property of the Stockholders, Directors and Officers shall not be subject to the payment of corporate debts to any extent whatsoever.
10.5 No Personal Liability. No director, officer or shareholder shall have any personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this provision does not eliminate nor limit in any way the liability of a director or officer for:
(a) Acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or
(b) The payment of dividends in violation of Nevada Revised Statutes (N.R.S.) 78.300.
ARTICLE 11.
Amendment of Bylaws
11.1 The Board of Directors of the corporation shall have the power to make, alter, amend or repeal the bylaws of the corporation, except to the extent that the bylaws otherwise provide.
ARTICLE 12.
Acquisition of Controlling Interest
12.1 The corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any provision of this Article 12 shall apply to or have any effect on any transaction involving acquisition of control by any person occurring prior to such amendment or repeal.
3. The foregoing Amended and Restated Articles of Incorporation have been duly approved by the Board of Directors in accordance with Section 78.207 of the Nevada Revised Statutes.
4. The foregoing Amended and Restated Articles of Incorporation have been duly approved by the required written consent of Shareholders in accordance with Section 78.390 of the Nevada Revised Statues. The number of shares voting in favor of the Amended and Restated Articles of Incorporation were 18,395,532 shares, representing 100% of the issued and outstanding common stock of the Corporation. The percentage of vote required was more than 50%.
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IN WITNESS WHEREOF, I have hereunto set my hands this 28 day of September, 2021, hereby declaring and certifying that the facts stated hereinabove are true.
| /s/ Sandro Piancone | ||
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| By: Sandro Piancone | |
| Its: President |
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